ROSE ROCK MIDSTREAM, L.P.
Two Warren Place
6120 S. Yale Avenue, Suite 700
Tulsa, Oklahoma 74136-4216
(918) 524-7700
December 8, 2015
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: H. Roger Schwall
| Re: | Rose Rock Midstream, L.P. Registration Statement on Form S-4 |
(File No. 333-208195)
Dear Mr. Schwall:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Rose Rock Midstream, L.P. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-208195) (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on Thursday, December 10, 2015, or as soon as practicable thereafter.
The Company hereby acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Very truly yours, | ||
| ROSE ROCK MIDSTREAM, L.P. | ||
| By: Rose Rock Midstream GP, LLC | ||
| By: | /s/ Candice L. Cheeseman | |
| Candice L. Cheeseman | ||
| General Counsel | ||
| cc: | William J. Cooper (via E-mail) |
Courtney Butler (via E-mail)
Andrews Kurth LLP